SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS) Advisors, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH,

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [ OTIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2014		C		1,987,460	A	⁽³⁾	1,987,460	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾
Common Stock	08/18/2014		P		171,875	A	⁽⁴⁾	2,159,335	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Shares of Preferred Stock	⁽²⁾	08/18/2014		C			68,259	⁽²⁾	⁽²⁾	Series C Preferred Stock	68,259	⁽²⁾	0	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽³⁾	08/18/2014		C		68,259		⁽³⁾	⁽³⁾	Common Stock	68,259	⁽³⁾	1,199,695	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾
Series B Preferred Stock	⁽³⁾	08/18/2014		C			439,724	⁽³⁾	⁽³⁾	Common Stock	439,724	⁽³⁾	0	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽³⁾	08/18/2014		C			1,199,695	⁽³⁾	⁽³⁾	Common Stock	1,199,695	⁽³⁾	0	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾
Series D Preferred Stock	⁽³⁾	08/18/2014		C			348,041	⁽³⁾	⁽³⁾	Common Stock	348,041	⁽³⁾	0	I	See Explanation of Responses⁽¹⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS) Advisors, Inc.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH,

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH,

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH,

76102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 2,159,335 shares of Common Stock ("Common Stock") of Otonomy, Inc. (the "Issuer").

2. In connection with the closing on August 18, 2014 of the Issuer's initial public offering, TPG Biotech III exercised a warrant (the "August 2012 Warrant") to purchase 36,405 shares of Series C Preferred Stock of the Issuer (the "Series C Preferred") and a warrant (the "January 2013 Warrant" and, together with the August 2012 Warrant, the "Warrants") to purchase 31,854 shares of Series C Preferred, in each case at an exercise price of $8.79 per share of Series C Preferred. Each Warrant had been exercisable at any time on or after the conversion of a note issued by the Issuer pursuant to a note and warrant purchase agreement, dated as of August 23, 2012, until, in the case of the August 2012 Warrant, August 23, 2022 and, in the case of the January 2013 Warrant, January 22, 2023, subject to certain early termination events.

3. Pursuant to the Fifth Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), as amended, on August 18, 2014, the (i) shares of Series B Preferred Stock of the Issuer (the "Series B Preferred') held by TPG Biotech III automatically converted into 439,724 shares of Common Stock, (ii) shares of Series C Preferred held by TPG Biotech III automatically converted into 1,199,695 shares of Common Stock and (iii) shares of Series D Preferred Stock of the Issuer (the "Series D Preferred" and, together with the Series B Preferred and the Series C Preferred, the "Preferred Stock") automatically converted into 348,041 shares of Common Stock. Pursuant to the Certificate of Incorporation, the shares of Preferred Stock had been convertible at the option of the holder, at any time into shares of Common Stock at conversion rates in each case equal to one share of Common Stock per share of Preferred Stock.

4. On August 18, 2014, TPG Biotech III acquired 171,875shares of Common Stock at a price of $16.00 per share in connection with the Issuer's initial public offering.

5. Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.

	/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7)	08/19/2014
	/s/ Ronald Cami, on behalf of David Bonderman (7) (8)	08/19/2014
	/s/ Ronald Cami, on behalf of James G. Coulter (7) (8)	08/19/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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